Tax Free Status. No party shall, nor shall any party permit any of its subsidiaries to, take any actions which would, or would be reasonably likely to, adversely affect the status of the Merger as a reorganization within the meaning of Section 368(a) of the Code, and each party hereto shall use all reasonable efforts to achieve such result.
Tax Free Status. Spinco hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, or knows of any circumstance, that could reasonably be expected to (i) cause the Contribution and/or the Distribution not to have Tax-Free Status or (ii) cause any representation or factual statement made in this Agreement, the Separation Agreement, the Tax Ruling, the Tax Opinion, or the Spinco Representation Letter to be untrue in a manner that would have an adverse effect on the Tax-Free Status of the Contribution and/or the Distribution.
Tax Free Status. CoffeeCo hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, or knows of any circumstance, that could reasonably be expected to (i) cause the CoffeeCo Contribution, the Distribution and the Debt Exchange to fail to qualify as a reorganization within the meaning of Sections 355, 368 and 361 of the Code, (ii) cause the Merger to fail to qualify as a reorganization within the meaning of Section 368 of the Code that is Taxable to U.S. stockholders under Section 367 of the Code, or (iii) cause any representation or factual statement made in this Agreement, the Separation Agreement and the other Transaction Agreements, the Ruling Request, the Ruling Documents, the Tax Ruling, the Tax Opinion, or any CoffeeCo Representation Letter, as applicable, to be untrue in a manner that would have an adverse effect on the qualification of the CoffeeCo Contribution, the Distribution and the Debt Exchange as a reorganization within the meaning of Sections 355, 368 and 361 of the Code, the qualification Merger as a reorganization within the meaning of Section 368 of the Code that is Taxable to U.S. stockholders under Section 367 of the Code, or the tax treatment described in the Tax Opinion of certain aspects of the Internal Reorganization and the CoffeeCo Special Dividend.
Tax Free Status. Each Representing Spinco hereby represents and warrants that it has no plan or intention of taking any action, or failing to take any action or knows of any circumstance, that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation Agreement, the IRS Ruling Documents, the Tax Opinion Documents or any of the Ancillary Agreements to be untrue; provided, that, in the event that an IRS Ruling is not obtained with respect to the Distribution of a Spinco, such Spinco shall not be deemed to make any representations regarding the IRS Ruling Documents.
Tax Free Status. Ensign hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, or knows of any circumstance, that could reasonably be expected to (i) cause the Contribution and the Distribution to fail to qualify as a reorganization within the meaning of Sections 368(a)(1)(D) and 355 of the Code, or (ii) cause any representation or factual statement made in the Separation Agreement, this Agreement, the other Ancillary Agreements, the Tax Opinion, or any Ensign Representation Letter, as applicable, to be untrue in a manner that would have an adverse effect on the qualification of the Contribution and the Distribution as a reorganization within the meaning of Sections 368(a) (1)(D) and 355 of the Code or the tax treatment described in the Tax Opinion of certain aspects of the Reorganization and the Distribution.
Tax Free Status. Horizon hereby represents and warrants that neither Horizon nor any other member of the Horizon Group has a plan or intention to take any action, or fail to take any action, or knows of any circumstance, that could reasonably be expected to (A) cause any of the Spin-Off-Related Transactions that are intended to have Tax-Free Status not to have Tax-Free Status or (B) cause any representation or factual statement made in this Agreement, the Separation Agreement or the Tax Opinion Documents to be untrue in a manner that would have an adverse effect on the Tax-Free Status of any of the Spin-Off-Related Transactions.
Tax Free Status. GPU shall not, nor shall GPU permit any of its Subsidiaries to, take any actions which would, or would be reasonably likely to, adversely affect the treatment of the Merger as a "reorganization" within the meaning of Section 368(a) of the Code.
Tax Free Status. FirstEnergy shall not, nor shall FirstEnergy permit any of its Subsidiaries to, take any actions which would, or would be reasonably likely to, adversely affect the status of the treatment of the Merger as a "reorganization" within the meaning of Section 368(a) of the Code.
Tax Free Status. DFTS and NMKT agree that it is their mutual intention for the exchange of stock set forth in Section 1.3 above to be accomplished, if possible, in such manner as to qualify under ss.368 of the Internal Revenue Code of 1986, as amended, as a tax free exchange. However, the failure or inability of either or both DFTS and/or NMKT to have the transaction qualify as a tax free exchange will not affect on the validity of this Agreement. DFTS and NMKT agree to cooperate with each other and provide such documentation as may be appropriate to claim the desired tax status.
Tax Free Status. Neither party hereto shall, nor shall either party hereto permit any of its Subsidiaries or any employees, officers or directors of such party or of any of its Subsidiaries to, take any actions which would, or would be reasonably likely to, adversely affect the ability of the Merger to qualify for tax-free treatment under the Code, both to the parties and their respective shareholders (except for any cash received in lieu of fractional shares or by dissenting shareholders), and each party hereto shall use all reasonable efforts to achieve such result.
